Be My Angel

Author: ~*Mystra*~

E-mail: yanira_vazquez@h...

Disclaimer: All of the characters in this fic are borrowed without permission. No infringement is intended, and no money is to be made.

Distribution: If anyone wants, just e-mail me.

Category: A(us)/Fr

Rating: R, may be more. This is going to be dark people. I'm talking inky, putrid blackness. You have been warned!!!

Spoilers: AtS2 This season! If you don't want great big hints as to what's going on on Angel right now, don't read!!!

Dedicated: To Jeannette for being a great help to me, and to my sire, Vampie for always being an inspiration to my wicked, wicked self.

Summary: After the gang comes back from the ballet, Cordelia gets her unexpected visitor, and Fred tries to offer Angel some comfort. The ramifications are numerous and profound. Nothing will ever be the same.

Notes: Lyrics sprinkled throughout, are from the song "Possum Kingdom" by the Toadies. Also, this is an exclusive fic. I'm just posting this little part to torture those interested, the rest of this will only be posted on the AngelFred list and on my list MystShadows.

~*~*~*~*~*~*~*~*~*~*~*~      

 

 

She stood on the cliff, still wearing the stained, white-slip dress she'd donned two nights before. It was so thin and transparent, that even in the relative darkness, the soft light of the moon and stars highlighting her lithe, delicately boned form.

Sharp eyes picked out the outline of a faraway boat near the horizon, its tiny sail fluttering in the gentle breeze, like the long, heavy chestnut hair that hung loose down her back. Those same eyes clouded with remembrance. She couldn't *not* think about it.

Even now, looking back on that night, Fred wondered why she had done it. Her head dropped, her eyes falling on the abused material of her clothing. The dress' light color seemed to glow in the moon's radiance, making it easy for her to see the splatters. The splatters of her friend's blood.

< Make up your mind Decide to walk with me Around the lake tonight Around the lake tonight By my side By my side >

Why had she gone after Angel that night?

The answer was easy of course... She gone after him because he was her friend, and because she'd seen when his heart had shattered in his eyes. The pain had called to her. She couldn't let Angel hurt, he was her friend, he was her hero.

Of course, that answer was much *too* easy. The truth was that she had still had feelings for him.

Fred knew that she'd still harbored a secret love deep in her heart. She'd squashed it, ignored it, given it up for impossible, and yet, it had still survived; despite her burgeoning interest in Gunn. Poor Gunn, she hadn't wanted to look at her reasons for being attracted to him too closely at the time... Now, after all that had happened, she wanted that all the less.

She didn't blame herself anymore. What was, simply was. The brunette accepted that.

She turned, walking down the length of the outcropping. Her eyes swept away from the vista, no longer seeing what was before her, instead, she saw the past.

~Part: 2~

~ 3 days ago~

Angel and Cordelia had been talking. Fred couldn't help but notice. She always noticed things like that. They seemed to be pretty engrossed in the conversation, and she wondered idly what they were talking about. Then abruptly, Cordy's face changed. The only way Fred could describe it was like watching the sun come out from behind dark, foreboding clouds. Cordelia looked radiant, even in her rumpled dress and ruined hair. However, much to Fred's suprise, she wasn't looking at Angel, she was looking at the Grooselaag.

Shocked by the half-demon from Pylea's presence, the physicist's eyes immediately went back to where the souled vampire had been standing. When Cordelia enthusiastically kissed the man she'd placed on the throne in the other world, Fred had witnessed something in Angel's eyes shatter into a million pieces. She recognized it for what it was instantly. All the hope was gone from his countenance.

The grim look lasted only a moment. In the blink of an eye, Angel had donned his familiar stoic expression, or perhaps, lack of expression would be more apt. He'd greeted Groo civilly, and then excused himself, disappearing upstairs.

The urge to follow him surged within her. Pleading tiredness, Fred had wished everyone goodnight, gently kissing Gunn on the cheek. The handsome black man's eyes had promised so much in that moment.... but how could she have known?

Quickly, the brunette made her way upstairs. She reached the second floor and turned right, her long, bead-strewn ruby gown swishing against her legs.

"Angel?", she called softly.

There was no answer, but she found him right where she thought she would.

The vampire sat still as stone, staring at the hypnotically dancing flames that flickered from the fireplace.

Something in his face, or rather the lack of something in his face, was chilling. She balked, pushing the feeling down. Angel had never scared her before, not really. Not even in Pylea when he'd turned green and killed things with his bare hands and sharp teeth.

"Are you okay?" , Fred asked.

Dark eyes flickered from the fire, to the slender girl who stood near to it. Angel took in the upswept cascade of curls, and the beautiful shoulders, so lovingly displayed by the jewel-hued strapless gown.

"I forgot to tell you how beautiful you look Fred."

She'd blushed then. "I do? Oh thank you. It's okay you know. You were a little wrapped up in Cordelia, I understand."

"You do?", Angel said, one side of his mouth turning upward, in a mockery of his usual boyish smirk. He stood gracefully, effortlessly, and took a step slowly toward her. His eyes were unfathomable, dark pools. She thought she would drown in them.

"Why, yes", Fred said, oddly breathless.

His hand reached out, the fingertips lightly grazing her arm, causing gooseflesh to rise in reaction.

"You love me don't you Fred?", Angel asked.

"Yes I love you", she said, hastening to add, "we all do, Cordy and Wes and--"

"And Gunn? Do you really think Gunn loves me?"

"Well, I--", Fred's voice faltered, as Angel took another step closer, his chest filling her field of vision.

His head dipped, his nose gently tracing a path from her collar bone to her ear. "I can smell him on you Fred."

"Oh", she squeaked, heat flooding her cheeks. "I- I h-h-have to go", she sputtered, trying to take another step back, but finding herself now back against the wall.

"You can't leave now Fred, you just got here", he murmured against her skin. "Did you know Fred that in some cultures, if someone saves your life, you belong to them?"

The physicist nodded automatically. She had read of such things. Suddenly, his words actually permeated her consciousness. She inhaled sharply, her eyes going to his face. What did he mean?

Angel's eyes followed the spreading rosy color's journey across her skin, his eyes dipping to the bodice of her beautiful dress. "Cordy loves the Groosalaag, not me Fred."

"That's not true, she loves you too, just... well, just differently", the brunette stammered, her heart beating staccato in her chest.

"I want her to love me the way you do", the vampire said, raising his eyes and head and meeting her startled gaze. Her rosebud mouth formed a tiny 'o' of suprise. And here she had thought she had hid that fact so well.

He stepped away from her abruptly, and Fred felt so abysmally cold and bereft without his light touch, and the way it made her skin tingle. His eyes raked over her, leaving her feeling exposed and vulnerable before him. She swallowed, nervously, and watched as he followed the movement of her throat. There was a heat in his gaze she had never before seen. The little physicist was struck by the feeling that something fundamental had changed during the course of this conversation. As if a tectonic plate had slid several inches, turning the world around her topsy turvy. Angel was different, everything was. For the first time he was looking at her as if she was a woman, a desirable woman. Perhaps that was why she'd behaved the way she had...

She still didn't know what possessed her... it was as if some other force had entered her body... While he stared, Fred had stepped away from the wall, her hand reaching up behind her back.

The sound of the tiny zipper lowering was very loud in the cavernous gloom of Angel's room. After a moment, the ruby gown slid to the floor, exposing her to the cool air. The dress' cut had made a bra out of the question, so she stood there only in her dainty, red high heels and black lace panties.

He gazed at her silently, the outcome of some decision she didn't understand shining in his eyes, and then simply held out his hand.

< I'm not gonna lie I'll not be a gentleman Behind the boathouse I'll show you my dark secret >

~Part: 3~

The next thing Fred remembered was waking up alone the following morning. Her physical satisfaction warred with her a bit of disappointment, but she understood that he had business and a child to attend to.

She stretched, flinching at the stiff soreness she felt. Her inner thighs felt bruised and tender, and there was still a feeling of fullness inside her, as if her body now carried a memory of Angel's possession.

'Possession', her mind reiterated, lingering over that word, weighing it.

Fred grinned happily, recalling how gentle and considerate he'd been with her; bringing her over and over again to the heights of passion. He'd taken his time, discovering every dip, curve and hollow of her body with his hands and mouth. It had been so amazing and new and powerful, not at all like the feelings her own novice fingers elicited, late at night when she was alone.

The slender brunette rolled over onto her back, her eyes spotting a stain of red at the outermost field of her vision, even as her body catalogued the unfamiliar muscular twinges between her legs.

Curious, she forced herself out of bed, almost moaning at the strange sensation when she stood. Her coltish legs were shaky, like a foal learning to walk. Haltingly she made her way to the bright splash of color, a smile lighting her face. It was a rose. A beautiful, perfect, red rose. It rested on a silver tray, a scrap of paper folded neatly at its side.

"Oh", she sighed, gently touching the suede soft petals. Gingerly, Fred picked up the bloom, only to drop it.

"Ow..", the physicist breathed, staring at the punctured skin of her fingertip. Blood welled from the tiny wound, and she stuck the injured finger in her mouth. She should have remembered.

'Roses often had thorns, just like actions had reactions. Consequences...' Fred shied away from the thought, and picked up the sheet.

'Winifred, You were wonderful. All that I could ever have hoped or wished for. You have freed me, like I freed you and yet we aren't anywhere near even.' -A

The note was signed with an ornate A in Angel's old fashioned handwriting.

Fred giggled girlishly, bringing the note to her chest, unmindful of her finger, and how its blood stained the sheet of paper red.

On the chair by the bed, she found a t shirt and pair of jogging pants. The red gown she'd worn the night before was hung, the small hand-sewn beads glinting faintly on the back of the closet door. Donning the overly large sweatpants and tee, she opened the door to Angel's suite. The hallway was silent.

As quietly as a mouse, Fred ran fleetly down the hall, and up the stairs to her floor. A long, hot shower and clothes that actually fit, sounded absolutely heavenly.

When she got out of the shower, she found another note on her bed. For a moment, awareness shivered through her as she bent to retrieve it. She froze and looked over her shoulder. The door to her suite stood slightly ajar. Fred frowned. Tiptoeing over to the door, she looked up and down the hall. It was empty.

Nervously, she closed the door and locked it. Shivering, Fred tugged the towel tighter and opened the note.

'You are beautiful Winifred. He's an idiot to not have seen it sooner--'

The grad student frowned. Was Angel talking about Gunn? She continued reading.

'But you're mine now. Hurry, I have a surprise for you downstairs.' -A

Fred blinked, re-reading the note. She wished Angel hadn't just snuck in here. It was kind of romantic though. She just hoped he didn't say anything to Gunn, she really wanted to talk to the demon hunter herself.

Walking to her closet, she chose something at random and began to dress hurriedly. 'Angel had a surprise for her!', she crowed mentally.

~~~~~~~~~

< I'm not gonna lie I want you for mine My blushing bride My lover, be my lover yeah... >

Fifteen minutes later, Fred skipped her way down the stairs, only to be confronted by the completely unexpected. Silence. She peered about the still office.

"Cordelia?", she called, walking by the Seer's desk. Had Cordy had a vision, perhaps? The lithe woman ambled about the lobby desk. She didn't see a note.... She didn't see a surprise either.

"Angel?", the slight woman said hesitatingly. Again there was no answer. Fred rubbed her moist palms on the legs of her jeans, finally walking to the center of the lobby.

"Anybody here?!"

Only hungry silence answered her call, swallowing her voice quickly. It was deafening. She listened carefully, and abruptly became aware of a noise. Like a drip, but not. She did a 360 degree turn, her brow furrowing. It wasn't coming from the direction of the kitchen. 'What could it be?'

*plop... plop.... plop*

'Was it in Wesley's office?', she wondered, finding herself approaching it as she followed the noise.

*Plop... Plop*

It was getting louder. Adrenalin shot through Fred's system, her heartbeat speeding up painfully in her chest. With a shaking hand, she pushed open the door.

"Wesley?"

*PLOP... PLOP*

She stepped through the doorway, her sneakered foot stepping on something with a glass shattering *crunch*. Fred looked down. Glasses. She stared at the spectacles in horror. They were Wesley's glasses. The glasses he still liked to wear in the office because his contacts sometimes bothered his eyes. The former grad student was still staring at the broken lenses in shock, when something dripped onto her head.

Fred glanced up. Her mouth opened, a scream gurgling in her throat, and echoing through the empty offices of Angel Investigations.

"Wesley!!!"

The former Watcher hung upside down by his feet. He'd been strung up by his ankles. His light blue dress shirt was in tatters. He'd been stabbed repeatedly, she saw, but they hadn't been the caused of death. Wide, disbelieving eyes took in the gaping red hole where his throat had been. Something had ripped it out. Blood dribbled down her friend's ruined throat, sliding down his face, and dripping into her hair.

Fred screamed again, until her voice was raw. "Oh my God!!! WESLEY!!!"

< Don't be afraid I don't mean to scare you So help me Jesus >

"You don't like it?", a voice asked.

Stumbling back from the door, Fred slid on the growing puddle of blood, falling on her ass.

"Angel?", she whispered.

The dark haired vampire stood there, a smug, playful smile on his lips.

Fat tears escaped Fred's brown eyes, slipping down her cheek. "Angel?", she whispered again.

Angel's eyes left her face, to ponder the site of the dead Watcher. "And here I thought you'd like it", he said under his breath, as if speaking to himself.

"What?", she croaked, her throat closing as her eyes took in the blood which still smeared her first lover's hands. "What did you do?"

Angel ignored the question. "I planned it so carefully."

Finally, Fred asked him what he so obviously wanted her to. "What did you plan so carefully Angel?"

The vampire growled under his breath, his dark eyes lightening for a moment, before darkening quickly. "Your surprise Winifred", he looked up and smiled into the dead man's vacant eyes. "Don't you like it?"

"Y-y-you?", she stammered, in growing horror. "You did this?"

Her mind whirled. 'Had Angel gone mad? Where was Cordelia, and Lorne. Where was Gunn, and the Grooselaag?' Her eyes widened. "Conner...", she gasped.

Fred scrambled to her feet, and ran at the vampire suddenly, trying to get past him.

She screamed when a hand latched onto her hair, yanking her head back with painfully. He grabbed her roughly by the waist, bringing her backside into contact with his groin. He ground his erection roughly against her bottom.

"Angel", Fred whimpered. "Why?"

"You smell so good my little Winifred. My little savior. You smell like innocence." Angel chuckled darkly. "Of course we both know you're not innocent, don't we Winifred. Not after last night." As he spoke, his hand worked at the fastening of her jeans, roughly shoving its way under the band of her cotton panties.

Two of his fingers quickly found their way inside her. Fred jerked against the tall vampire's hard body, the discomfort of his intrusion into her already sore flesh causing her to buck against him.

"Stop!", she hissed. "Angel stop-- Why?"

He bent his head, his lips against her ear. "Because I'm not Angel", he said slowly, as a second finger forced its way inside her.

Fred whimpered. "I don't-- Who--? Who are you?"

"Call me Angelus, Winifred", he said silkily, his fingers slowing within her. She gasped, as he stroked her, his thumb circling the bundle of nerves that regulated her pleasure.

She sobbed, unable to stop her body's reaction to his touch, moisture began to ease his digits' intrusion. Angelus' large fingers slid inside her with a mastery that was making her head spin. His thumb sped up, and Fred bit her lip to keep from crying out, the pleasure of her orgasm only intensifying the pain in her heart. She couldn't believe her body had betrayed her this way. How could she have enjoyed what Angelus did to her, when her friend's dead body wasn't ten feet away or even cold yet?

Angelus chuckled, and withdrew his fingers. She could hear the obvious slurping sounds as he sucked on them, and blushed with shame.

"Hmmm... delicious."

She jerked against him, fighting the strong arm which circled her middle.

The physicist was released so abruptly, she fell forward onto her knees.

"Now *that* has possibilities", Angelus stated.

Screaming now, Fred scrambled forward into the lobby, managing after a frightening moment to regain her footing. She ran for the stairs her thoughts on Conner, only to have something heavy thrown at her knees.

The brunette fell forward with a muffled, "ooof", the stairs striking her shins. Her lower lip quivered, but she forced herself to move, trying to crawl up the lobby staircase.

An animalistic wail escaped her throat when her ankle was captured in a vice-like grip. Desperately, Fred used her other foot to kick at him.

"Let go!", she yelled. As if from a far off distance, Fred could hear the phone as it began to ring.

Angelus swatted at her legs. "Stop fighting me Winifred. You already belong to me."

"No", she ground out, her thoughts still on the innocent babe. 'Oh please God, please, let Conner be alright.'

"Fred", Cordelia's voice screamed from the answering machine speakers.

"Cordelia", she shouted, despite knowing there was no way the other woman could hear her.

"Fred, if you're there, pick up the phone!!!!", the Seer screamed again, in the background Fred could hear the familiar sound of a baby crying.

"Fred, listen if you're there in the hotel. Leave!! Get out!!", Cordelia screamed into the answering machine. "Angel's lost his soul. He killed Wesley. Oh God, Fred--", the Seer's voice was abruptly cut off.

A small measure of relief swept through her. 'At least Conner was safe. He was with Cordelia....', her mind registered, even as her body stopped fighting. Angelus picked her up easily, her weight barely even noticeable to him.

"Its about time you stopped fighting me, Little One", Angelus drawled, as he headed back into the office.

Fred squeezed her eyes closed, unwilling to look upon her friend's ravaged body yet again. She couldn't. "WesleyWesleyWesleyWesley...", his name droned in her brain, as tears escaped her tightly closed eyelids.

She gasped, feeling herself dumped unceremoniously on the couch. Her eyes snapped open. All she could focus on was Angel's beautiful face, and that fact that it wasn't Angel at all.

"I think its about time we get reacquainted, my Winifred", the dark vampire murmured almost to himself, as his hands reached for his big, silver belt buckle. "After all..", he rasped huskily, his hand slowly stroking his large, turgid shaft, "... you knew Soul Boy pretty well."

Later, Fred recalled that it hadn't seemed to have happened to her at all. When he ripped her t-shirt down the front and forced her jeans off her legs, she'd been frozen and unreactive. When he crawled on top of her and forced himself inside of her, it was as if she were outside of herself. Like a movie, only not. Angelus thrust inside of her brutally, grasping her hips in a cruel grip that would leave marks. Already tender, pain shot through her womb, causing her to bite her lip. She would not give him the satisfaction of making her cry out.

"Anybody here?!", a familiar male voice cried out.

Awareness slammed back into Fred with the force of a sledgehammer. She opened her mouth. "Gu--!!" Before the vampire slapped his hand over her mouth to silence her shout. He seemed completely unconcerned with the handsome demon hunter's presence in the hotel, continuing to pump inside her lazily.

'NO!', her mind screamed. 'She would *not* allow him to kill Gunn, she didn't care what happened to her.'

"Angel, Wesley, are you guys here?", Gunn's voice called, he sounded closer, spurring Fred into action. She bit viciously into the palm of Angelus' hand.

"Bitch!!", the vampire roared, backhanding the slender brunette.

"Gunn", she screamed, her throat raw, "get out of here!!!!"

The office door opened with a bang, Fred turned her head, wincing at the pained look on Gunn's face as he registered what he was seeing and jumped to the wrong conclusion. "Oh-- damn-- I -- damn. Gotta go...", he stammered, the shattered look on his face hidden quickly.

"Can't you see we're busy?", Angelus asked smugly, turning to look over his shoulder at the youth, and speeding up his thrusts. Behind him Fred's hand reached over the couch's back, feeling the objects on the side table. She hoped beyond hope, that her memory served her correctly.

"I'll just leave-- yeah", Gunn murmured, closing the door and never realizing that a few feet above him, his friend's dead body hung by it's feet.

"He didn't notice anything but us, amazing isn't it little Winifred?"

Angelus smirked and turned to face Fred, only to get a stone statue of the goddess Bast which had belonged to Wesley, slammed into his temple repeatedly. The vampire slumped unconscious, atop the sobbing physicist.

"Take that you bastard!", she screamed hysterically, finally pushing him off of her.

Naked, she ran to the office door, dropping the statuette to the ground where it shattered. Fred flung it open and ran out into the lobby.

"Gunn!!!", she shouted, her throat raw. "GUNN!!", Fred screamed again, throwing open the entrance to the Hyperion and running out into the sunlight.

Gunn was already in his pick-up truck. The engine was revving.

'Please don't leave me.'

"GUNN!!!!"

His head turned. He was looking straight at her.

Fred screamed, and screamed and screamed, falling to her knees just inside the gate to the Hyperion's courtyard. And then everything went black.

~Part: 4~

When she awoke, she knew she was safe the instant, a glass of ice water floated towards her.

"Dennis", Fred whispered in relief, reaching for it.

"Fred."

The former Pylean slave turned her head. "Gunn", she croaked, moisture gathering in her eyes once more. "Gunn, Wesley--"

"Is dead", Charles Gunn said calmly, although his eyes were tumultuous with emotion, "Cordelia told me what happened. She was at the grocery mart with Conner and Groo when she got the vision..."

"I f-f-found him", Fred choked.

The tall Seer walked into the living room, holding Angel's child. The Groosalaag was right behind her.

"Fred", Cordelia said, hurrying to the other woman's side and taking one of her hands, "oh Fred I'm so sorry for what he did to you. I tried to clean you up and make you comfortable", she said, her voice trailing off. "I didn't think you'd want to wake up in those clothes."

The physicist looked down and saw that she'd been clothed in a short, white shift. Her lip trembled at the sight of the pristine fabric, and Fred shook her head, guilt and shame rendering her unable to speak.

~~~~~~~~~~~~~~~

Cordelia walked by her open bedroom door, her eyes straying to the still form lying on her bed even as she cooed and held a crying Conner.

"Can't you shut him up or something?", Gunn asked harshly, from where he sat, his head in his hands.

There was a *whoosh* of air, as Dennis expressed his displeasure with the young warrior's attitude.

"Sorry Cordelia...", he murmured after a moment, "I just-- I--" Gunn's voice faltered as he failed to find the words to express his feelings.

The Seer nodded. "Its okay Gunn, I understand...", she said distractedly, her mind on the girl lying so still on her bed, while her heart cried at the loss of not one, but two dear friends.

"It is not", the Grooselaag said gruffly. "He should show you respect my Princess."

"Oh cut it out Groo. Gunn's just angry and upset. Its fine", Cordelia said again, bringing the still crying infant's forehead to her lips. She closed her eyes for a moment breathing in the clean, fresh scent of him. Despite all that he'd unknowingly born witness to, Conner remained innocent and untouched. She envied that.

Sighing, she closed her eyes and kissed the little boy again. God, sometimes she just felt so unclean.

"Princess?", Groo said in concern.

Cordelia opened her eyes. "I'm fine." She turned to look back at Fred. "She's the one who isn't."

"We have to think of getting out of here", Gunn said.

"I know", Cordelia responded. "He's going to come after us all now, that's Angelus' usual m.o."

The Grooselaag stared at the two in disbelief. "And you are just going to run from this animal?"

Gunn and Cordelia's red-rimmed eyes met, in tandem they looked into the darkened bedroom. They nodded together.

"At least until we can regroup", Gunn told the half-demon warrior.

"We may even need help", the tall brunette woman said quietly, thinking of the Sunnydale group.

"There is no need. I will fight him", Groo told them.

Cordelia shook her head violently. "No! That is not an option. I will NOT lose any more of you", her hazel eyes were bright with unshed tears. "I love you Groo, and you couldn't even take on Angel's demon in Pylea. There's no way your going to be able to take him on his own turf." She turned her imperious gaze to the handsome black youth. "That goes for you too. Do you understand me?"

The Grooselaag relented, lowering his head, and picking up where he left off, sharpening the long broadsword. Gunn remained silent, unable to pull his mind away from the image of a tiny, naked Fred her face bruised, collapsing from shock.

The Seer's turbulent emotions set the child to crying once more. "Shhh... little Conner. Shh... I know you miss your Daddy. I miss him too", she whispered brokenly into his ear.

She looked up, her eyes catching Gunn's once more. "You're sure Fred didn't say anything about Lorne?"

Gunn shook his head.

"How could this have happened?", the former May Queen wondered aloud.

"My fault... all my fault... I'm so sorry. So very sorry!"

Gunn looked over. "Fred?!" The slender physicist stood framed in the doorway of Cordelia's bedroom.

"Its all my fault", Fred repeated, over and over again.

Cordelia's grip on Conner faltered. The child wailed.

"What do you mean, its all your fault?", the Seer asked, her voice deceptively calm.

Fred lifted her gaze from the carpet, and looked at her friend.

"Oh my God... you didn't", Cordy gasped.

"What?", Gunn demanded, not understanding.

"I didn't think-- with Darla, and then", Fred stuttered, her thin shoulders sagging, "I just-- "

The doorbell rang, disrupting the tense scene and sending everyone scrambling for a weapon. It was a good thing Cordelia kept her own private stash of axes and crossbows in one of her closets.

Holding a large battle axe aloft, Gunn peered cautiously through the peep hole. A perplexed frown appeared on his face, and taking a deep breath he wrenched open the door, grabbed the person who stood in the hall and yanked them inside.

The boy couldn't have been more than fourteen years old. He stared at the imposing black man in teeth-clenching fear, his blue eyes straying to the axe Gunn held in his hand. "Don't hurt me", he whispered, clenching a plain, white pastry box to his chest tightly.

"What are you doing here?", Gunn bit out, eyeing the boy suspiciously.

"Nothin'. I swear, nothin'. Some guy just gave me twenty bucks to drop this off", the kid said, indicating the box he held. "Here man you can have it just let me go."

Cordelia stared at the box, her skin crawling. She remembered all too well, the 'gifts' Angelus left for those Angel cared about. Though it may have been impossible to see, the ex-cheerleader had not been unsympathetic to the Slayer's pain; uncaring perhaps, but not unsympathetic.

"Give me that", she told the teenager. Her eyes hardened when he didn't immediately react. "Give me that!"

"Here lady."

"Sit. There", she told him harshly, indicating the couch. "Where was this man?"

"Outside, in the parking lot", the teen answered quickly.

Fred's heartbeat sped up. Angelus was there. Close by.

"Princess?", Groo murmured in surprise, his gaze falling on the boy.

"We can't let him leave", Cordelia hissed under her breath, careful not to let the scared youth hear her. "Angelus sent him here, he's lucky to be alive. If he runs into him outside again, he won't be so lucky."

The Grooselaag nodded, even though Fred could tell that he clearly did not understand. She was sure that their sitting here was driving him crazy. He was a warrior, and like Gunn and to a lesser extent Angel himself, Groo reacted first and then pondered those actions later.

Fred withdrew into herself, a chill wracking her fragile frame as she stared at the white box Cordelia held by the strings which kept it closed, her other arm still holding Connor close. The Seer's features were tight, she looked older than her years and Fred just wanted to die.

Cordelia found a pair of small scissors in a basket on her secondhand wooden desk, and taking a deep breath, cut the ties. She walked away then, not opening the box much to Fred's confusion.

"Delia?", Gunn called, watching the woman walk away.

"I'm putting Connor down, I don't want him to--", Cordelia's voice was cut off by a sob.

Even as the tall brunette spoke, Fred had found herself swaying towards the package. She ignored the nervous fiddling of the boy on the couch, sure that Groo's continuous sword cleaning was keeping him glued to his seat.

"Fred", Gunn called. "Wait for Cordy Fred."

But the physicist's fingers were already reaching for the box's lid. It opened, and she stumbled back, unsaid fears confirmed in the most awful way possible.

"Aww... fuck", Gunn growled, slamming his axe onto the table forcibly. The vibrations knocked the box to the floor.

"NO!!!", Fred screamed, falling to her knees in an effort to catch the contents. She failed.

"Oh my God", Cordelia gasped, having just walked into the room. She ran across the room. She fell to one knee, fresh tears slipping from her eyes.

"Lorne", she moaned, her hands reaching for the familiar shock of dark hair, streaked with blond. "Lorne", Cordelia said again, this time more forcibly. "Come on Lorne, don't scare me like this... been there done that", she quipped weakly. If Angelus, hadn't mutilated Lorne's body than their friend would be alright. They could save him.

"He'll be okay", she told herself. "He will", Cordelia insisted, unaware she spoke aloud.

Gunn shook his head, his eyes falling shut.

The Groosalaag, had finally put down the weapon, curious to see what had caused such a stir. He stood slightly behind Fred. His face was grim.

But Lorne wasn't going to be okay, Fred knew that already. "Cordelia."

"Shut up!!", the Seer screamed. "Shut up! Shut up! This is your fault!" She whirled her back towards Fred and proceeded to turn Lorne's severed head so that she could finally see his face. 'How was he supposed to talk if he was on his face?', she reasoned.

Fred's mouth opened in a reedy scream, that was breathless and almost silent. Angelus had made sure that Lorne was dead. The Pylean demon's head had been stuffed. His cheeks puffed out in a manner that was almost comical with what had been placed in his mouth, his own green fingers peeking out obscenely from between his teeth and lips.

"He is dead", the Grooselaag stated matter of factly.

"I'm going to throw up", Cordelia said weekly, unable to pull her gaze from the awful sight.

Her words spurred Gunn to action. "Come on Cordy", he said gently, placing his hands under her arms and pulling her to a stand. "You can handle this..."

"I-- I--", the former Cheerleader stammered, before almost visibly placing her emotions in check. She swung accusing, angry eyes back towards Fred.

The older girl was still on the floor. Her eyes had never left Lorne's visage. She was rocking herself, her lips moving silently.

Coming to the abrupt realization that Fred was punishing herself more than she ever could, Cordelia looked toward the couch. The kid was gone. The front door was open.

"He's gone! Gee, thanks loads Dennis!", she grumbled.

"Never fear Princess I shall find the boy", Groo told her, running out the open doorway, having finally lost patience with the waiting game they were playing and seeing a chance for action.

"Groo no!", she yelled down the hall. The thought that the boy was probably already dead went unsaid. Gunn brushed by her.

"Don't worry Barbie, I'll keep him from doing anything too stupid."

"But...", she began.

"Come on we'll be together... we'll have a better chance of finding the kid and stopping Angel", Gunn reasoned.

"Angelus", Cordelia corrected automatically, mildly. "Fine. Go... Be careful", the Seer sighed, watching as Gunn strode away. She closed the door behind him, making sure to turn the deadbolt and put on the chain.

Fred was still on the ground, her eyes wide and unfocused.

"Fred!"

Cordelia stooped and shook the other woman. "Fred!!"

The physicist swung her head bonelessly to face the former May Queen. She remained silent, pulling Fred to a stand, and then propelling her into a chair. She could barely stand to look at the her.

Taking a deep breath to prepare herself, Cordelia turned back, and grabbed the throw off the back of the couch. Slowly walking over to where what remained of Lorne lay.

"I'm sorry", she whispered, kneeling by the amorphic demon's head and carefully placing it on the throw. She wrapped the material around him, tears dripping down her face. Not knowing what else to do, she decided to place him back in the box. She opened the lid and froze. The Seer stared at the folded sheet of paper which lay inside. Her hand shook as she reached for it.

She read the note in dawning comprehension and utter disbelief.

< Fred, Come out, come out wherever you are, my clever girl. You are definitely a delightful suprise.

You are mine, and I am waiting. Don't make me wait too long my love, or more and more of your friends will die.

There is nothing to fear. In fact you should be happy. Its not everyday that a little girl from Texas grows up to be Queen.

Love, A >

"Oh no...", Cordelia moaned, looking over at the slight brunette shivering on the couch. She hurried over to the other woman. "Fred, he wants you... Why? What happened?"

Almost groggily, Fred looked up at Cordelia. She blinked, and rubbed her eyes as if unsure what she was seeing was real.

"Fred!", the Seer snapped.

"Huh... oh... I don't know."

"Are you sure?", the former May Queen asked.

There was silence. Fred raised her head and murmured something under her breath.

"What was that?", Cordelia snapped. "Speak up!"

"You broke his heart Cordelia", Fred said more clearly. "I was just second choice... At least I was for Angel, I don't know what I am to Angelus."

The Seer gaped at the other women, before forcing herself to stand. At that moment, Conner chose to cry out and she ran into the other room to soothe the babe. The rocking motion was calming and automatic requiring no thought. That was good. Not thinking was great.

She wandered back into the living room. Fred hadn't moved.

The phone rang, and both women jumped from the unexpectedness of it.

Neither moved to answer it, and it was with audible sighs of relief that they listened to Gunn's voice come over the answering machine speaker.

"Cordy, its Gunn. We found the kid, but it was too late. It looks like Angel already took a bite out him...."

Fred whimpered, and Cordelia turned baleful hazel eyes on the physicist before striding to the phone and picking it up, silencing the machine.

"Gunn."

"Hey. We're still just at the parking lot, but so far there hasn't been any sign at all of Angel."

"Angelus", Cordelia murmured unconsciously.

"Whatever. Groo's looking around now, and -- oh shit!" The phone went dead.

Cordelia stared at the silent appliance in her hand in horror.

"Oh God."

The brunette ran to her closet and grabbed her crossbow. She tucked a stake into the waistband of her pants, and called Fred's name over her shoulder.

She ran back into the living room and saw that the slight young woman still hadn't moved. Furious and upset, Cordelia grabbed a handful of mahogany hair and yanked with all her might forcing Fred's head up.

"You are going to move, do you understand me Fred? You are going to do what I say. We are getting out of here. Angelus is still nearby and we have to escape."

Fred bit her lip. "Yesss..", she hissed, "I understand."

"Get Conner. He's on my bed, and grab a bunch of stakes and some of the holy water in the bag on the floor of my closet while you're at it."

Cordelia released Fred's hair. "Now!! Move!", she barked.

As the former Pylean slave ran to do as she was told. Cordelia ran to the front door. She peered through the spy hole and saw nothing. Taking a deep breath, and keeping the crossbow at the ready, she opened the door in a rush. When nothing leapt out at her, she breathed in a sigh of relief and checked the hallway. Empty.

Fred appeared behind the ex-head cheerleader with Conner in her arms, and his baby bag slung over her neck.

Cordelia barely spared her a glance before heading down the hallway.

~~~~~~~~~~

They made it to the courtyard without incident, and Cordelia wrestled with the idea of just making a run for it. But the faint sounds of clashing metal made the decision for her. She couldn't leave the man, well half-man, half-demon she loved, or Gunn behind.

She tugged on Fred's sleeve, and indicated a change in direction. Fred nodded, not uttering a peep. Even Conner was silent.

~Part: 5~

Gunn charged at Angelus, battle axe held high. The vampire sneered deflecting the blow with an ease that chilled the demon hunter to the bone.

'Just how easy had Angel gone on him in training?' The stray thought made its way through the adrenalin soaked matter of Gunn's brain. Before he could even really grasp the concept, he felt Angelus grab his shoulder and arm. The painful wrenching of his arm from it's socket almost caused him to pass out, but unfortunately he didn't. It wasn't until he was thrown into the side of his old truck, that darkness mercifully took him.

The Groosalaag roared in anger, charging Angelus, the moment he saw Cordelia's friend go down, swinging his broadsword as he went.

Across the parking lot, two women watched in horrified fascination, unable to pull their gazes away.

The Pylean warrior's weapon seemed to have a clear path to the dark vampire's throat. Fred swallowed trying to prepare herself for the sight of Angel disintegrating, but instead, seemingly from nowhere Angelus produced a sword of his own and parried the half-demon's wild swing.

The force of the blow caught Groo unawares forcing him to jump back several feet. He frowned, suddenly aware that he was not fighting the vampire his princess called friend, but the creature he'd met once before, the creature that could have killed him in Pylea.

A roar erupts from the Groosalaag's throat, new determination setting his jaw. He would kill this creature for his princess. He swung his arm, the broadsword arcing powerfully through the air, straight for the vampire's sternum.

Angelus leapt back, the tip of the sword only slicing shallowly across his chest sending tingles of exquisite pain through his body.

The vampire's move was fast, surprising the Pylean, but not as much as the almost pleased smile on his adversary's face.

Surging forward, Groo swung yet again. This time Angelus met him steel for steel, as they parried and thrust over and over again, the rapid, inhuman movements hard for their female audience to follow.

Ducking under another of the Groosalaag's feints, the tall vampire used the half-demon's miscalculation to his advantage slicing his own sword across Groo's muscled thigh.

~~~~~~~~~~~

Cordelia winced, her eyes wide and disbelieving. Her nails dug into Fred's arm. The physicist still held Conner, her own grip tightening as she noticed Gunn stirring behind the dueling pair.

"Oh my God", she gasped. "Gunn."

Next to her, the Seer let out an almost inaudible moan, as she watched Gunn struggle to his knees. 'Oh God, just stay down Gunn, just stay down', Cordelia thought fervently, her ears filled with the sound of clashing metal.

Fred lurched forward, as if to run to the black youth's side, but Cordelia's hold and a firm shake of the brunette's head, kept Fred where she was.

~~~~~~~~~~~~~

The two warriors circled each other. Angelus swung his sword in a figure eight pattern which spoke of his arrogant confidence, while Groo stood broadsword at the ready.

Behind the vampire, Gunn was forcing himself to his feet, the pain in his skull pounding a vicious staccato rhythm behind his eyeballs.

The Pylean caught the other man's eyes trying to convey his plans. Gunn nodded shortly in understanding.

Without preamble, Groo lunged toward Angelus, just as Gunn charged the vampire from behind. But Angelus was ready, easily blocking the path of the Groosalaag's weapon even as he spun on his heel, his other leg windmilling through the air where it connected with Gunn's head sending the young man back to the pavement. And yet, the move didn't seem to stop the vampire's momentum, and in scant milliseconds his sword followed, whistling through the air as he continued his 360 degree turn, catching the Groosalaag's outstretched hand and severing it at the wrist.

Cordelia's agonized scream, echoed Groo's grunt of pain, and the sound of his sword striking the ground. Blood spurted from the wound in great streams, and for a moment all Fred could think was how very red it was. She hadn't thought his blood would be red.... Fred looked down at the baby in her arms, her mind racing to find a solution. Making a sudden decision and seeing that everyone else was preoccupied, Fred backed slowly away.

Angelus laughed at the Groosalaag. "Some great and powerful warrior you turned out to be." He raised his sword for the killing stroke--

"NO!!", Cordelia screamed. She ran towards the two males, a stake clenched tightly in her fist. Angelus dropped the sword and grabbed the brunette's wrist, twisting it back sharply until he heard a satisfying crack and the Seer's harsh intake of breath.

The stake fell harmlessly to his booted feet, and he kicked it aside, even as he pulled Cordelia towards him, turning her so that Groo could see her face.

"Princess", Groo moaned, his remaining hand clutching at what remained of his right, trying to slow the bleeding.

"Uh uh uh", Angelus taunted, tightening his hold on Cordelia's now broken wrist, "don't move."

Cordelia whimpered. "Run, Groo. Take the others and run."

"Never", the Pylean warrior swore. "I will never leave you."

"How sweet", Angelus sneered, suddenly realizing that his prize had disappeared. In a sudden move, the vampire pushed the Seer violently away, propelling her towards Gunn where she fell in a heap on top of her friend. He leapt at the wounded half-demon, easily fending off Groo's last ditch efforts to defend himself despite his missing appendage and the blood loss.

Cordelia shook herself off. "Gunn", she hissed, "wake up. Come on Gunn..." But the demon hunter was out cold. Helplessness welled up in her throat, and she glanced back at Groo just as Angelus' clawed hand grabbed her love's throat and then tore it out in one vicious slash, sending blood everywhere and the formerly powerful warrior to the ground, lifeless.

Blood and gore covered the dark vampire's hand. With an evil grin Angelus raised his hand, lapping at it like a large cat.

The Seer leapt to her feet, rage and sorrow fueling her. She fumbled for something in her pocket, and threw a bottle of holy water straight at the vampire's face. Angelus roared, trying to wipe the blessed liquid off even as it burned his face. He could smell his own flesh being melted off and hear hiss flesh sizzling.

He moved towards the Seer, only to get another bottle of holy water thrown at him, this time from another direction. He stopped short, suprised that the other woman had managed to sneak up on him.

"Leave her alone!", Fred ordered hotly, her small fists clenched at her sides.

Sensing an opportunity for escape Cordelia kicked the still unconscious body by her side. "Gunn", she hissed, "get up, damn you!"

Sneering derisively Angelus, turned his back on the tiny physicist intent on stopping Cordelia and Gunn from escaping, but another shower of glass and holy water gave him pause.

"Winifred", he growled warningly. "Do not test my patience girl."

Fred faced him bravely, her eyes never wavering from her hero's face, even as everything those handsome features had once stood for in her fantasy addled brain, had been twisted so effectively by the murdering fiend within. Her eyes gave nothing away, though she knew that behind them Cordelia was helping Gunn to stand. She just needed to distract Angelus so that they could get away with Conner, whom she had left behind in Cordelia's jeep.

"My name's Fred", she told him calmly, walking slowly towards him, her hand swinging through the air and connecting with Angelus' face. "And I can do and say whatever the hell I want you bastard", Fred hissed, her dark eyes flashing, "Angel made sure of that when he ended my slavery."

The dark vampire smiled darkly, the expression would've been devastatingly sexy had it not been for the blisters on his face and the fact that Fred knew it wasn't Angel she was looking at. She gasped when he was suddenly on top of her, swatting the stake in her hands away as if nothing so consequential as a fly, and grabbing hold of her shaking shoulders.

Tearing her eyes away from his face and looking over the vampire's shoulder. Fred saw Cordelia trying to support Gunn. Both of their eyes were trained on Fred's face, as they warred internally with what to do. The physicisist shook her head, screaming at them. "RUN!!! Run!!! Conner's in your car!!"

"Fred", Gunn shouted weakly, his strong body layed low by the devastating blows Angelus had inflicted upon him.

"Run damn it!", Fred screamed, tears in her eyes. "He wants me..."

Cordelia bullied her friend onward, aware that there was nothing she could do for the other woman. Tears filled the Seer's eyes, as she listened to Gunn's disbelieving sobs. The demon hunter had come completely unhinged. But Cordelia continued pushing him onwards to safety.

Behind them, Fred's started to scream. And then the sound was abruptly cut off.

~Part: 6~

< I can promise you You will stay as beautiful With dark hair And soft skin, forever Forever >

Fred woke up with a start. Stars twinkled serenely overhead, and she stared at them in shock. Night. It was still night. Of course, but then why did it feel as if Groo's death and the fight with Angelus, all occurred so long ago? And why was she alone? Where was Angelus?

The young woman stirred, coming to a sitting position and abruptly becoming aware of a familiar throbbing between her legs. Her head dropped, her eyes falling on her lap as her hand crept up her thigh and under the soiled white fabric of her short dress. She could see the splatters of blood and other fluid with ease, and felt the sticky evidence of the dark vampire's recent possession on her leg.

She closed her eyes. The bastard had taken his fun while she was dead to the world, and then left her abandoned. She felt her world tilt on its axis yet again, but forcibly shook herself into righting it. Insanity wasn't the way to go right now.

Managing to stand on shaky legs, the brunette looked around. She was on a cliff, by the ocean. The smell of the salt water was briny and clean, and so curiously powerful enveloping her senses just as the gentle lapping of the waves filled her ears.

She didn't even know where she was. All Fred knew was that something important had happened, something-- but what? She stood on the edge of the cliff for what seemed a very long time, her mind finally giving up the details she'd forgotten upon awakening. She remembered everything.

'Angel. Two days of hell. Dead friends. Angelus. Angel. Angelus. Angel. Angelus--' Fred squeezed her eyes shut, and then forced them open, the desperate thoughts scattering to the wind. Her mind clamped onto one single thing. 'Survival.'

The wind shifted, sending long, silken ribbons of hair flying over her shoulder. Fred froze as a scent washed over her. It was familiar, and powerful, and she felt drawn to it. Unsure footsteps moved in the direction of the smell, becoming more and more certain; bare feet slipping soundlessly on the dew sprinkled grass as she fairly flew down the crest of the hill.

"Winifred."

Instantly, the little physicist stopped in her tracks, her eyes searching the moonlit darkness for the location of that voice. She reached up to adjust her glasses on her face. The move was automatic and met with-- nothing. Her glasses were gone. She hadn't even noticed.

"Win...i....fred."

And then she was on the move again. Fleetly and surely moving towards that familiar voice. She reached a clearing.

"Winifred."

She stopped, spotting the object of her search.

"Angel...", she breathed.

The vampire stood in the shadows of a copse of trees, she could hear his angry growl.

< Make up your mind Make up your mind And I promise you I will treat you well My sweet angel So help me Jesus >

Fred cocked her head, doe eyes blinking up at the vampire unconcerned with his anger. It didn't matter, nothing mattered. "Angelus then", she said, speaking clearly.

Angelus' lips pulled back, the action exposing gleaming fangs as he moved slightly closer to her. Her eyes were locked on this demon's face. She no longer felt fear, she no longer felt much of anything at all.

"About time you woke up", Angelus stated, moving yet closer and dragging something behind him. "You took your sweet time about it. A full night and day. You're a bad girl, making me wait like that."

Fred blinked at him, absorbing the delightful aroma that seemed to surround her now. She laughed, the sound oddly full-throated and sensual. Her stance changed, her legs widening as her hand lightly skimmed her thigh, making the thin material rise slightly, exposing more of her long, coltish legs.

"Wait?", she queried. "You didn't wait. You started without me."

The tall vampire watched her hand with interest, noting the path of the borrowed blood in his body as it headed south.

< Give it up to me Give it up to me Do you wanna be My angel?

Give it up to me Give it up to me Do you wanna be My angel? >

"I brought you a present", Angelus drawled. So saying he moved away from what he'd been dragging.

Fred gasped, surprised. "Gunn!", she exclaimed.

"He tried to save you. Broke away from the Seer and ran back. It was a big mistake."

Fred ignored the vampire, and ran to the youth's side, dropping to her knees at the sight of him. Angelus had not been kind. Bruises marred almost every piece of visible skin she saw, so dark as to be purple. She frowned, and glared up Angelus.

The master vampire grinned unrepentantly, and angrily, Fred looked away, a small, clammy hand pressing against Gunn's cheek.

"Gunn?", she murmured quietly.

The black man groaned, his head jerking.

"Gunn."

He blinked, his eyes trying to focus, despite the blood that dripped from his wounds and burned his sight. "Fred?" For a moment his eyes brightened, hope flaring in his heart.

And that's when everything clicked in her mind. Gunn was what she smelled.

The lovely brunette sighed, and smiled, her hand caressing Gunn's face soothingly. Yet, incongruously instead of nodding, she was shaking her head. "Tsk, tsk, tsk... The name's Winifred, Gunn, Winifred", she said in that same calm, small voice, as her eyes took on an inhuman glint of gold.

The street tough's eyes widened, painful understanding paining him ever so much more than the sharpened claws the vampire that had been his friend, shoved deep into his gut.

"Fred's dead, Fred's dead."

< Be my angel Be my angel Be my angel >

Winifred watched as the spark of life dimmed and disappeared in Gunn's eyes, as she forced her arm further and further into his stomach cavity and up behind his ribs.

She withdrew her arm and raised it to the dark sky, watching as hot, heavy red liquid oozed down past her elbow. She lapped at herself like a cat with cream, cleaning herself languidly before lunging and ripping into Gunn's throat.

Angelus settled himself behind his newest and greatest creation. One that he wouldn't have to share. His to do with what he wished. He raised the fabric of her short dress out of his way, and plunged into her cool, greedy depths, her vicious actions having aroused him to a fever pitch.

His childe raised her bloodstained mouth and howled.

"Sire!", she cried.

"Mine!!", Angelus cried, as he pumped in and out of Winifred's slender body, his features shifting as the demon came once more to the fore. Grabbing a handful of hair, he yanked the lithe creature upwards and plunged his fangs into her throat.

"Yes!", she urged him.

< Do you want to die? Do you want to die? Do you want to die? Do you want to die? >  

Angelus smiled against Winifred's cold skin. His. She was his... his childe.

They would tear a bloody swathe the likes of which hadn't been seen in over a century, starting with the little fishy that got away. That Seer bitch and the soul's brat. And he knew right where to look too... Sunnydale. He couldn't wait to see the look on the Slayer's face.

The End

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